Exhibit 9(d)
ADDENDUM TO PROXY AGREEMENT/SHAREHOLDER AGREEMENT
THIS ADDENDUM TO PROXY AGREEMENT/SHAREHOLDER AGREEMENT is made and
entered into as of the 10th day of February, 1999, by and between XXXXXXX X.
XXXXXXX ("Xxxxxxx") and XXXXXXX XXXXXXX ("Xxxxxxx").
WITNESSETH:
1. Proxy Agreement/Shareholder Agreement. Xxxxxxx and Xxxxxxx entered
into a Proxy Agreement/Shareholder Agreement dated September 15, 19967 (the
"Agreement"). The purpose of this Addendum is to modify certain terms of the
Agreement.
2. Amendment of Section 7 of Agreement. Clause (i) contained in Section
7 of the Agreement shall be amended by deleting same in its entirety and
inserting in lieu thereof the following:
(i) The date Xxxxxxx ceases to be Chairman and Chief
Executive Officer of the Corporation;
The remaining provisions of Section 7 of the Agreement shall remain in full
force and effect.
3. Remainder of Agreement Unchanged. Except as modified herein and
consistent with the terms of such modification, the terms of the Agreement shall
remain in full force and effect and for said purpose the terms thereof are
incorporated herein by reference.
IN WITNESS WHEREOF, the parties hereto set their hands as of the day
and year first above written.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
